Terms of Service

To use the Services, you must be at least 18 years old, have the legal capacity to enter into a binding agreement, and not be prohibited from using the Services under United States (U.S.) law. You may not use the Services if you:

• are located in, a resident of, or organized under the laws of any jurisdiction subject to comprehensive U.S. sanctions;
• appear on any U.S. government restricted-party list, including the Treasury Department’s Specially Designated Nationals List, Commerce Department’s Denied Persons List or Entity List, or similar lists; or
• are owned or controlled by any such listed person or entity.

You are solely responsible for complying with all applicable laws of the jurisdiction from which you access the Services. By using the Services, you represent and warrant that you meet these requirements and will not use the Services for any illegal activity or any activity prohibited by this Agreement.

We may restrict access to the Services from certain U.S. states or territories where necessary to comply with applicable law and will maintain a list of restricted locations on our platform.

2.1. Creating an Account

To use the Services, you must create an Account. As part of the account creation process, you will be required to provide certain personal and/or business information so that we can verify your identity and establish your Account. You represent and warrant that all information you provide to us, including in connection with account creation and identity verification, is true, accurate, current, and complete in all respects, and you agree to promptly update such information as necessary to ensure it remains accurate, current, and complete at all times.

By providing the required information, you authorize Grain to share your personal and business information with Erebor Bank, N.A. and our third-party identity verification partners for the purposes of identity verification and account opening. By submitting the information, you acknowledge that you have read and agree to this Agreement and the Erebor Bank, N.A. Deposit Account Agreement.

To help the U.S. government fight the funding of terrorism and money laundering activities, federal law requires financial institutions to obtain, verify, and record information that identifies each person who opens an account. As part of this process, we may collect and verify information such as your name, address, date of birth, and government-issued identification number (such as a Social Security Number or, for non-U.S. persons, a passport number). We may also request documentation such as a driver’s license or other identifying documents.

If you are opening an Account for a business, we may also require the business’s legal name, physical address, and Taxpayer Identification Number (TIN/EIN), as well as formation documents (such as Articles of Incorporation or a partnership agreement). We are also required to identify and verify the beneficial owners, directors, and control persons of legal entity customers.

We perform identity verification (Know Your Customer or “KYC”) and may use third-party identity verification providers to do so.

We may request additional information or documentation at any time to verify your identity, comply with applicable law, or manage risk. If you do not provide requested information, we may suspend, restrict, or terminate your Account.

If you open an Account on behalf of a business, you represent that you have the authority to bind that business to this Agreement and that the business is duly organized and in good standing under applicable law.

2.2. Account Security

You are responsible for maintaining the confidentiality and security of your credentials and for all activity that occurs under your Account, whether or not authorized by you. You agree to notify us immediately if you suspect or become aware of any unauthorized access to or use of your credentials or Account, or any other actual or suspected security breach involving the Services, using the contact information in Section 19 (Contact Us).

We reserve the right to take any actions we reasonably deem necessary or appropriate to protect the security and integrity of the Services and your Account, including without limitation, suspending or restricting access to your Account, disabling or terminating your Account, changing login credentials or other identifiers, or requiring additional information to authorize Transactions.

To the fullest extent permitted by law, we disclaim all liability for any loss, damage, or unauthorized activity arising from your failure to comply with this Section or from any compromise of your credentials or Account.

2.3. Linked Bank Accounts and Wallets

To fund Transactions or receive proceeds, you must connect at least one Linked Account or Wallet and agree to connect your U.S. financial account to share account data with Grain and its affiliates. Data is either provided by you directly or collected by Grain and its third-party partners by using your log-in credentials. Grain uses this data to verify your Account, mitigate fraud, and assess your eligibility for services. You can disconnect your financial account at any time on the Services. You represent that you own and are authorized to use any Linked Account or Wallet you connect. We may delay or block Transactions if we have reason to believe a Linked Account or Wallet is not under your sole ownership or control.

2.4. Account Limits

We may set limits on the amount and frequency of Transactions, place holds on your Account, or restrict access to certain features for security, regulatory, or risk-management reasons. Applicable Transaction limits will be displayed on the Services. We will make reasonable efforts to notify you of material restrictions, but where we suspect fraud or where required by law, restrictions may be applied without prior notice. Regulatory holds (for example, pending screening sanctions) may be maintained for as long as necessary to complete our review.

2.5. Closing Your Account

You may close your Account at any time by contacting us, unless we reasonably believe the closure is intended to evade an investigation, legal obligation, or compliance review, or is otherwise inconsistent with applicable law or our policies. Upon closure, we will complete any open Transactions, subject to applicable law and our internal policies, and transfer any remaining funds to your Linked Account or Wallet. We may delay, withhold, or refuse to process any transfer of funds where required for compliance, fraud prevention, risk management, or legal purposes, including to complete identity verification, sanctions screening, or an ongoing investigation.

Closing your Account does not relieve you of any obligations incurred prior to closure, including any payment obligations, indemnities, or liabilities arising under this Agreement, which will survive termination as applicable. We will retain Account, identity, and Transaction records after your Account is closed as required by applicable law and regulatory mandates, including for at least five (5) years in accordance with our independent compliance obligations under the Bank Secrecy Act and bank partner flow-downs, as detailed in Section 7 (How Long We Retain Information).

3.1. What We Offer

The availability of specific Services may vary depending on your location, verification status, and other factors. The Services may include the ability to:

• send and receive supported Digital Assets (including stablecoins) and Fiat Currency;
• convert between supported Digital Assets and Fiat Currencies;
• integrate with payment rails for transferring assets, including instant payments for domestic and international recipients (individuals and businesses);
• hold funds in a Managed Account maintained by our third-party banking partner, which may facilitate the settlement of payments; and
• pay businesses using a Wallet via a one-time payment address.

We may also provide administrative, operational, and compliance support to assist third-party banking partners in servicing accounts. We may add, modify, or discontinue any of the Services and their features from time to time.

Important: Grain is a technology company and is not an FDIC-insured bank. Banking services may be provided by Erebor Bank, N.A., Member FDIC, or another applicable bank partner. Eligible fiat deposits held at an FDIC-insured bank may be eligible for FDIC insurance, subject to applicable law, ownership and account-category requirements, and applicable coverage limits. Digital Assets, stablecoins, funds held by a liquidity provider, and other non-deposit balances are not FDIC-insured, not protected by SIPC, and are not insured or guaranteed by any government agency.

3.2. How Transactions Work

When you submit a Transaction, you initiate a payment instruction that we facilitate through the Services. We facilitate the processing of that instruction but do not guarantee that any Transaction will be completed, confirmed, or settled. We may reject, delay, suspend, reverse, or cancel any Transaction for any lawful reason, including compliance, fraud prevention, risk management, insufficient funds, or technical limitations. All purchase Transactions require full payment in cleared funds at the time we process the Transaction.

In connection with a Transaction, the Services may generate a transaction-specific or session-based payment address. You are solely responsible for ensuring that Digital Assets are sent from your own wallet and to the correct address and supported blockchain network. We are not responsible for any loss resulting from incorrect addresses, unsupported networks, or user error.

Blockchain-based Transactions are generally irreversible once broadcast and confirmed. We do not have the ability to reverse, retrieve, or recover Digital Asset transfers initiated through external blockchain networks.

Our role depends on the applicable Service and its disclosed operational workflow. We may provide technology orchestration, instruction routing, monitoring support, reconciliation, reporting, and related operational services. A banking partner, Approved Provider, payment processor, or other regulated provider may receive, hold, convert, settle, or transfer funds or Digital Assets under the applicable workflow. We do not independently redirect, release, convert, or use transaction funds for our own account except as expressly authorized by the applicable Service terms and applicable law.

3.3. Custody and Safeguarding of Funds

• Customer Fiat Currency. Where the applicable Service provides a Managed Account, Fiat Currency is held with the applicable banking partner for your benefit under the applicable account and provider terms. Grain does not take a proprietary interest in customer Fiat Currency. Where a Service does not provide a Managed Account, funds are handled by the applicable bank, payment processor, or other provider under that Service’s disclosed workflow. Any rights concerning account funds are subject to applicable law and the provider terms.
• Customer Digital Assets. Where the applicable Service expressly provides custodial or managed Digital Asset functionality, the applicable third-party custodian, Bank Partner, or approved provider—not Grain—may hold Digital Assets or control private keys on your behalf as disclosed for that Service. Other Services, including certain payment and Quick Checkout workflows, may be non-custodial or use transaction-specific self-hosted wallets. You retain ownership of Digital Assets credited to your Account, subject to applicable provider terms, security interests, holds, and Applicable Law.

3.4. Supported Assets

We maintain a list of supported Digital Assets and Fiat Currencies on our platform. We may add or remove support for any asset at any time. If we remove support for an asset you hold, we will give you a reasonable opportunity to withdraw or convert that asset. If you send us an unsupported asset, those funds may be lost, and we will have no obligation to recover them.

3.5. Exchange Rates and Pricing

The exchange rate presented through the Services may be determined by Grain and/or the applicable provider, depending on the Service and workflow. Rates may include a spread or premium over market prices. We will display the applicable rate before you confirm a Transaction. Exchange rates are indicative until you confirm the Transaction, and the final rate may differ from the rate initially displayed.

4.1. Fees

We will display the fees and charges payable by you before you confirm a Transaction. Those amounts may include Grain fees, applicable network or payment-rail costs, provider pass-through charges, taxes, or other amounts expressly identified as payable by you. Fee estimates may vary due to blockchain network conditions. Your external Wallet provider or banking institution may impose additional fees for which we are not responsible. Fees charged solely to a Merchant and not passed through to you are not amounts payable by you under this Agreement.

Transactions are generally non-refundable except where required by applicable law or expressly provided in the applicable Service terms, Merchant Terms, or Transaction Terms. Quick Checkout refunds, returns, and purchase disputes are handled as provided in Section 19 and the Merchant Terms.

4.2. Right to Offset

If you owe us any amount (including fees, negative balances, or amounts due from reversed Transactions), we may deduct those amounts from funds in your Account or from proceeds of future Transactions.

4.3. Taxes

Any fees and charges payable by you are exclusive of applicable taxes. You are responsible for all applicable taxes imposed in connection with your use of the Services. You agree to indemnify and hold us harmless from liability resulting from your failure to pay applicable taxes. We may report Transaction activity to the IRS or other tax authorities as required by law.

4.4. Corrections

We reserve the right to correct errors in pricing, exchange rates, or Transaction details, including after a Transaction has been processed. If a correction results in an amount owed to you, we will credit your Account. If a correction results in an amount owed to us, we may debit your Account or offset per Section 4.2 (Right to Offset).

5.1. Anti-Money Laundering Compliance

We maintain a comprehensive compliance program designed to prevent financial crime, including anti-money laundering (AML) and counter-terrorist financing (CTF) measures, sanctions compliance, and ongoing transaction monitoring, in line with the requirements of our banking partners, liquidity providers, and applicable law.

WE ARE NOT A BANK, BROKER-DEALER, EXCHANGE, OR INVESTMENT ADVISER. WE ARE NOT A MEMBER OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA) OR SECURITIES INVESTOR PROTECTION CORPORATION (SIPC).

5.2. Compliance and Regulatory Disclosures

In connection with our compliance program, you acknowledge and agree that:

• We implement the compliance requirements of our banking partners and applicable laws that apply to the Services.
• We screen customers and Transactions against sanctions and restricted-party lists maintained by the U.S. Office of Foreign Assets Control (“OFAC”) and other applicable government and regulatory lists.
• Grain and/or its Bank Partners, approved liquidity providers, and other regulated providers may monitor Transactions for compliance and risk purposes and may make reports to regulators or law-enforcement authorities when required by their respective legal obligations. We will not disclose a suspicious-activity report or equivalent confidential filing where disclosure is prohibited by law.
• We may freeze, delay, or block Transactions or restrict access to your Account where required for compliance, fraud prevention, risk management, or legal reasons. We may also disclose information about your Account in response to valid legal requests, such as subpoenas, court orders, or regulatory inquiries, without prior notice to you where legally permitted.
• Grain and/or its Bank Partners, approved liquidity providers, and other regulated providers will retain Transaction and Account records for the periods required by their respective legal obligations and applicable law.

5.3. Prohibited Activities

You may not use the Services for or in connection with: unlawful activity of any kind; cannabis-related businesses; fraud or deception; gambling in violation of applicable law; intellectual property infringement; transactions involving persons, entities, jurisdictions, Digital Assets, counterparties, or activities prohibited by Applicable Sanctions or Grain’s then-current Restricted Markets List; purchase or sale of illegal goods or services; multi-level marketing or pyramid schemes; market manipulation; providing yourself a cash advance; circumventing any restrictions or security measures we have implemented; or any other activity we designate as prohibited on the Services. The Restricted Markets List may be more restrictive than Applicable Sanctions and may change without amending this Agreement.

5.4. Regulatory and Compliance Actions

Grain, its Bank Partners, approved liquidity providers, and other regulated providers may take actions necessary to comply with applicable law, regulation, sanctions requirements, provider requirements, or requests from regulatory or law-enforcement authorities. These actions may include screening customers and Transactions, monitoring activity, recordkeeping, reporting, and taking steps required under applicable anti-money-laundering, counter-terrorist-financing, sanctions, fraud-prevention, and transaction-monitoring requirements.

We may, in our sole or reasonable discretion and without prior notice where permitted by law, suspend, restrict, or terminate your Account; freeze or place holds on funds; delay, decline, cancel, or refuse to process any Transaction; and report activity to law enforcement or regulatory authorities if we determine, in good faith, that: (a) you have violated this Agreement or applicable law; (b) a Transaction involves suspected fraud, illegal activity, or sanctioned parties; (c) we are required to take such action by applicable law, regulation, or legal process; or (d) your Account or activity presents a compliance, legal, operational, fraud, or other risk exposure.

We may also disclose information about you or your Account to regulatory authorities, financial institutions, or other third parties where required or permitted by law, including in response to subpoenas, court orders, or regulatory inquiries, without prior notice where legally permitted.

You acknowledge that Grain and its Bank Partners, approved liquidity providers, and other regulated providers may take actions required under this Section at any time, including where not expressly described in this Agreement, when necessary for compliance and risk management. To the fullest extent permitted by law, the applicable provider is responsible for provider-controlled actions, and Grain is not liable for actions taken by a provider or taken by Grain in good faith to route or support those actions.

6.1. Reporting Errors or Unauthorized Transactions

If you believe a Transaction was executed in error or without your authorization, notify us immediately at [email protected]. You should report any suspected unauthorized activity as soon as possible to minimize potential losses.

6.2. Investigation

If you report an error or unauthorized Transaction, Grain will investigate and communicate with you regarding the matter within a commercially reasonable period, taking into account the nature of the Transaction, the applicable Service, provider requirements, and Applicable Law. Where Regulation E or another applicable law requires a specific investigation, provisional-credit, notice, or resolution period, those requirements will apply. No contractual investigation period is intended to apply where the applicable law does not require it.

6.3. Customer Cooperation

You agree to cooperate with our investigation, including by providing any information or documentation we reasonably request. Failure to cooperate may limit our ability to resolve your claim.

Digital Assets carry significant risks. Before using the Services, you should understand and accept the following:

• Digital Assets are not legal tender, not backed by the U.S. government, and not FDIC-insured.
• The value of Digital Assets can be highly volatile and may decline to zero.
• Blockchain transactions are generally irreversible. If you send assets to the wrong address or lose access to your Wallet, those assets may be permanently lost.
• Smart contracts execute automatically when certain conditions are met and typically cannot be stopped or reversed. Vulnerabilities in smart contract code or security incidents can result in loss of assets.
• Blockchains may experience forks, outages, congestion, or other disruptions that could affect the value or availability of your Digital Assets.
• Stablecoin issuers may not hold sufficient reserves, may freeze or blacklist addresses, or may fail to honor redemptions at par. The value of a stablecoin may deviate from its intended peg. Each stablecoin has its own issuer and reserve structure; Grain does not guarantee the redemption value of any stablecoin.
• The regulatory environment for Digital Assets is evolving. Future laws or regulations may adversely affect the value, utility, or legality of Digital Assets, and new taxation requirements may apply.
• We do not control any blockchain protocol and make no guarantees about blockchain functionality, security, or availability.

By using the Services, you acknowledge that you have read, understood, and accepted these risks.

You agree to use the Services only for lawful purposes and in compliance with all applicable laws, rules, and regulations. Without limiting, and in addition to, any other restrictions or obligations set forth in this Agreement (including Section 5.3 (Prohibited Activities)), you may not use the Services, or assist any third party in using the Services, to:

• engage in fraud, deception, dishonesty, collusion, malicious activity, or any unlawful or abusive conduct;
• violate, infringe, or misappropriate any intellectual property, privacy, publicity, or other legal rights of any person or entity;
• submit, transmit, or otherwise make available any content that is unlawful, fraudulent, defamatory, obscene, pornographic, hateful, discriminatory, harassing, threatening, tortious, or otherwise objectionable in our sole discretion;
• transmit or distribute unsolicited or unauthorized advertising, promotional materials, spam, junk mail, chain letters, or other forms of solicitation;
• submit or share sensitive personal information unless explicitly requested by us;
• impersonate or misrepresent your affiliation with any person or entity, or falsely imply endorsement by Grain;
• reproduce, copy, modify, distribute, sell, resell, or otherwise exploit any part of the Services or Grain Materials, or create derivative works, except as expressly permitted under this Agreement;
• reproduce, duplicate, copy, publicly display, distribute, frame, mirror, sell, resell, prepare derivative works, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Services or Grain Materials without our express prior written permission;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the underlying computer programs, software, source code, methodology, or algorithms related to the Services;
• remove any copyright, trademark, or other proprietary notices from the Services;
• access or use the Services through any automated means, including bots, scripts, crawlers, or similar technologies;
• use any automated or programmatic tools (including robots, spiders, scrapers, or data mining tools) to monitor, scrape, extract, collect, or index any data, content, or information from the Services;
• interfere with, disrupt, impair, overburden, or otherwise negatively affect the Services or any other user’s access or use of the Services, including by monitoring availability, performance, or functionality;
• attempt to gain unauthorized access to the Services, other users’ accounts, or connected systems;
• circumvent, disable, or interfere with any security, access control, rate limits, or content protection measures of the Services or any third-party systems;
• introduce, upload, transmit, or distribute viruses, worms, trojan horses, spyware, adware, or other malicious or harmful code;
• use the Services to build or support a competing product or service, or to benchmark, analyze, or evaluate the Services for competitive purposes;
• exploit the Services for unauthorized commercial purposes, including resale, sublicensing, or unauthorized access; or
• access or use the Services in any manner not expressly permitted by this Agreement or attempt to circumvent any restrictions imposed by us.

9.1. Grain Materials

All content, software, trademarks, logos, and other materials we provide through the Services, including without limitation names, logos, text, designs, graphics, trademarks, trade dress, images, interfaces, code, software, and any other content appearing in or on the Services (collectively, “Grain Materials”) are owned by us or our licensors. We grant you a limited, non-exclusive, non-transferable license to use Grain Materials solely to the extent necessary for your use of the Services. You may not copy, modify, distribute, or create derivative works from Grain Materials without our prior written consent.

Grain Materials may be protected under applicable copyright, trademark, patent, and other intellectual property rights. All intellectual property rights associated with the Services and Grain Materials, and related goodwill, are proprietary to Grain and/or its licensors. You do not acquire any rights, title, or interest in any Grain Materials by accessing or using the Services. Grain reserves all rights to the Services and Grain Materials not granted expressly in this Agreement.

Except as expressly permitted by this Agreement, any copying, redistribution, use or publication by you of any Grain Materials or any part of the Services is strictly prohibited. We make no representations, warranties or guarantees, whether express or implied that any Grain Materials are accurate, complete, or up to date.

Subject to your compliance with the terms and conditions set forth in this Agreement, Grain grants you a limited, revocable, non-transferable, nonexclusive right to access and use the Services only for internal business purposes. Your access to and use of the Services is at the sole discretion of Grain who may terminate your access and use at any time.

9.2. Feedback and Suggestions

We welcome your comments and feedback regarding our products and our services. We do not, however, accept confidential or proprietary information. Accordingly, all feedback, suggestions, ideas, or any other information you provide to us regarding the Services (collectively, “Feedback”) are not confidential. By providing us with Feedback, you agree that: (a) we are free to use such Feedback for any purpose; (b) such Feedback will be deemed not to be confidential or proprietary; (c) we may have something similar already under consideration or in development; and (d) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances unless otherwise expressly agreed in writing by us. By providing Feedback to us directly or indirectly, you grant to us (or warrant that the owner of such information and material has expressly granted to us) a worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable, and unrestricted right and license to use Feedback in any way and for any purpose, including to improve the Services or create new products, without compensation or attribution.

Our Services may be integrated with or accessed through third-party platforms. Those platforms may have their own terms, conditions, and fees. We are not responsible for the services, actions, or omissions of any third-party platform. Disputes with a third-party platform are between you and that platform.

YOU AGREE THAT YOUR USE OF ANY THIRD-PARTY PLATFORM IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH THIRD-PARTY PLATFORM.

Our collection and use of your personal information is governed by our Privacy Policy. Please review the Privacy Policy for more information about how we collect and use personal information.

12.1. Term and Termination

This Agreement is in effect from the date that you first access the Services until terminated by you or us. You may terminate this Agreement at any time by providing written notice to us using the contact information in Section 19 (Contact Us). Such notice must include your detailed contact information and sufficient information to identify your Account. We may terminate this Agreement at any time by notifying you using any contact information we have about you or by posting such notice on the Services.

12.2. Account Suspension, Restriction, and Termination

Separately from our regulatory and compliance obligations described elsewhere in this Agreement, and in addition to any right or remedy that may be available to us under applicable law, we may suspend, restrict, limit, or terminate your Account, or limit your access to all or part of the Services, at any time, with or without notice, for any reason permitted by law, including if: (a) we believe your Account or activity violates this Agreement or our policies; (b) you provide inaccurate or misleading information; (c) we detect or suspect misuse of the Services, security risks, or unauthorized access; (d) we are performing system maintenance, updates, or operational improvements; (e) your use of the Services creates technical, operational, reputational, or business risk; (f) we decide to discontinue or modify all or part of the Services; or (g) reasonably necessary or appropriate to comply with applicable law. We may also limit access to the Services or certain features in connection with any suspension or termination. To the fullest extent permitted by law, we shall have no liability for any action taken under this Section.

You agree that if your use of the Services is terminated pursuant to this Agreement, you will not attempt to use the Services under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur therefore. Your use of the Services after termination will be a violation of this Section, which survives any termination.

12.3. Effect of Termination

Upon termination of this Agreement, your right to access and use the Services will immediately cease. You must discontinue all access to and use of the Services and any Grain Materials. You are responsible for completing any outstanding obligations or Transactions prior to termination, and certain provisions of this Agreement will continue to apply after termination as described below. We may complete, decline, reject, return, cancel, or otherwise wind down pending Transactions only where legally and operationally permitted. Any remaining funds or Digital Assets will be handled through the applicable bank, Approved Provider, custodian, wallet, or other provider workflow and applicable disposition instructions. We may delay, withhold, or refuse a transfer where required for compliance, fraud prevention, risk management, or legal purposes.

12.4. Survival

Upon termination, any provisions of this Agreement that by their nature are intended to survive termination will remain in effect, including provisions relating to intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and compliance obligations.

13.1. Disclaimer of Warranties

THE SERVICES AND ALL CONTENT MADE AVAILABLE ON OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. WE MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, OR AVAILABILITY OF THE SERVICES OR ANY OF THE CONTENT AVAILABLE ON THE SERVICES OR ANY OTHER WEBSITES LINKED TO OR FROM THE SERVICES. DOWNLOADING OR OTHERWISE OBTAINING ANY CONTENT THROUGH THE SERVICES IS DONE AT YOUR OWN RISK.

13.2. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GRAIN, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, INCLUDING THE BANK, CONTRACTORS, LICENSORS, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, “COVERED PARTIES”) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, THE SERVICES, CONTENT, OR ANY EXTERNAL LINKS, OR THE USE OR INABILITY TO USE THE SERVICES OR CONTENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF REVENUE, LOSS OF USE, LOSS OR CORRUPTION OF DATA, INABILITY TO ACCESS OR USE ANY EQUIPMENT, SOFTWARE, OR DATA, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SYSTEM FAILURE, ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, OR OTHER TECHNOLOGICAL FAILURES, EVEN IF THE COVERED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. ADDITIONALLY, THE COVERED PARTIES SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY ACTS, OMISSIONS, OR CONDUCT OF ANY USER OR OTHER THIRD PARTY. THE FOREGOING LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

THE COVERED PARTIES’ TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE GREATER OF THE ACTUAL TOTAL AMOUNT RECEIVED BY US FROM YOU IN THE SIX (6) MONTHS PRECEDING THE CLAIM, OR THE LOWEST LIABILITY LIMITATION ALLOWED BY APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE COVERED PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU TO GRAIN IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.

13.3. Legal Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that we may not, under applicable law, disclaim any warranty or limit our liability, such warranty and liability will be limited to the minimum scope and duration permitted by law. In all other cases, the disclaimers and limitations set forth in this Agreement will apply to the fullest extent permitted by applicable law.

13.4. No Fiduciary Duty; No Advice

We are not your trustee, financial advisor, fiduciary, or other professional, and we do not provide investment, legal, tax, or accounting advice. Nothing on the Services constitutes or should be construed as a recommendation, endorsement, or advice regarding any Digital Asset, transaction, or strategy. You acknowledge that you are solely responsible for evaluating the merits and risks of any transaction and for your use of the Services, and that you will not rely on us for any such advice or recommendations.

You agree to indemnify, defend, and hold harmless the Covered Parties from and against any and all claims, damages, suits, actions, liabilities, judgments, losses, costs, or other expenses (including without limitation reasonable attorneys’ fees) arising out of or related to: (a) your breach of this Agreement; (b) your violation of any applicable law, regulation, or third-party rights; (c) your use of or activities in connection with the Services; (d) your negligence or willful misconduct; or (e) any content, data, or other information you submit, post, or transmit through the Services. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

PLEASE READ THIS SECTION CAREFULLY — IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING OR MAINTAIN A COURT ACTION, TO A JURY TRIAL, TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, WHETHER IN COURT OR IN ARBITRATION, AS WELL AS YOUR RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF.

15.1. Overview

Arbitration is a private dispute resolution process that uses a neutral arbitrator instead of a judge or jury. It generally allows for more limited discovery than court proceedings and is subject to limited judicial review. You may be represented by an attorney in arbitration or choose to proceed without one. This Section 15 (Dispute Resolution) shall survive termination of this Agreement. For purposes of this Section 15 (Dispute Resolution), “Grain,” “we,” and “our” shall include Grain and its past, present, and future subsidiaries, parents, affiliates, agents, employees, officers, directors, predecessors in interest, successors, representatives, and assigns.

15.2. Agreement to Arbitrate

Except as otherwise provided herein, any dispute, claim, or controversy arising out of or relating to the following (each a “Dispute”) shall be resolved by binding individual arbitration: (a) your access to or use of the Services; (b) this Agreement, including its formation, breach, termination, enforcement, interpretation, or validity, including the scope or enforceability of this arbitration provision; (c) our Privacy Policy; and (d) any aspect of your relationship with us, in each case whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory. This arbitration requirement does not apply to an individual using Quick Checkout primarily for personal, family, or household purposes to the extent a waiver or arbitration requirement is prohibited by applicable law or the applicable Quick Checkout provisions in Section 19.

15.3. Informal Dispute Resolution

Before initiating arbitration, the parties agree to attempt to resolve any Dispute informally. The party initiating the Dispute must send a written notice to the other party (“Notice”) that includes: (a) the initiating party’s contact information (including name, address, telephone number, and email address) (with their counsel’s contact information, if applicable); (b) a detailed description of the Dispute, and (c) the nature and basis of the claim and relief sought (“Demand”). If you are initiating a Dispute, you must send your Notice, including all of the information referenced above, by email to [email protected] using the information in the Section 15 (Dispute Resolution). If we are initiating a Dispute, we will send our Notice, including all of the information referenced above, to you at the most recent contact information we have on file for you. Upon receipt of a complete Notice, the parties agree to engage in good-faith negotiations for at least thirty (30) days (which may be extended by mutual agreement). If the Dispute is not resolved within this period, either party may proceed to arbitration or small claims court. This is a condition precedent to initiating arbitration. Arbitration forms can be downloaded from www.jamsadr.com.

15.4. Arbitration Rules and Procedures

Arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures, including applicable Expedited Procedures, in each case as such rules and procedures exist as of the effective date of this Agreement, (the “JAMS Rules”), as modified by this Section 15 (Dispute Resolution). The JAMS Rules are available at www.jamsadr.com or by emailing JAMS at [email protected].

The arbitration shall be conducted by a single neutral arbitrator. The arbitrator may allow reasonable discovery in accordance with the JAMS Rules. Judgment on any arbitration award may be entered in any court of competent jurisdiction. The arbitrator may not award punitive or exemplary damages except where required by statute, and the parties waive any right to recover such damages to the fullest extent permitted by law. The arbitrator may not award any indirect, incidental, consequential, lost profits damages, or other equivalent damages unless required by law. Either party may seek provisional or injunctive relief in court of competent jurisdiction where permitted.

15.5. Arbitration Hearings

If you are seeking US $10,000 (or equivalent in your local jurisdiction’s currency at time of filing) or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephone or video hearing, or by an in-person hearing as established by the JAMS Rules. If you are seeking more than US $10,000 (or equivalent in your local jurisdiction’s currency at time of filing), the hearing format will be determined by the JAMS Rules. Unless otherwise required by law, any in-person hearing will take place in New Castle County, Delaware, unless the arbitrator determines that such location is unreasonably burdensome, in which case an alternative location or remote hearing (conducted over the phone, using video conferencing, or similar) may be used. You may also be entitled to a hearing near your place of residence where required by law. If arbitration is conducted solely on the basis of documents, the arbitrator’s decision and award will be issued within six (6) months of arbitrator selection unless extended by the arbitrator.

15.6. Arbitration Fees and Costs

Except as expressly set forth in this Agreement, the payment of all filing, administrative, and arbitration fees and costs will be governed by the JAMS Rules. Notwithstanding the foregoing, except in the event of a Coordinated Claim (as defined below), if you are required to pay arbitration filing fees, we will reimburse you for such fees upon receipt of notice that arbitration has been initiated, unless your claim seeks more than US $10,000 (or equivalent in your local currency at the time of filing) or the arbitrator determines the claim is frivolous, in which case you will be responsible for such filing fees.

15.7. Award

If the arbitrator awards you damages of an amount at least US $100 greater than our last documented settlement offer, we will pay the greater of the arbitration award or US $2,500.

15.8. Class Action Waiver

YOU AND WE AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL CLAIMS OR ARBITRATIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT AND RESOLVED ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE BASIS, WHETHER IN COURT OR ARBITRATION.

Accordingly, neither party may initiate or participate in any class action, collective action, consolidated action, private attorney general action, or other representative proceeding. Except as expressly provided for Coordinated Claims (as defined below), the arbitrator may not consolidate more than one person’s claims and may not preside over any class, collective, consolidated, or representative proceeding, unless both parties agree otherwise.

If this specific provision is found to be unenforceable, then the entirety of this Section 15 (Dispute Resolution) shall be null and void and shall be severed from the remainder of this Agreement. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

15.9. Jury Trial Waiver

YOU AND WE EACH KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY LAW IN ANY ACTION, SUIT, DISPUTE, OR PROCEEDING (INCLUDING ANY CLAIM OR COUNTERCLAIM), WHETHER IN COURT OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, IN ANY CAPACITY WHATSOEVER.

15.10. Coordinated or Mass Arbitration (Coordinated Claims)

If twenty-five (25) or more similar Disputes are asserted against Grain by the same or coordinated counsel or are otherwise coordinated (“Coordinated Claims”) the parties agree that the Dispute shall proceed in arbitration in a coordinated proceeding governed by the JAMS Mass Arbitration Rules. If there is a conflict by the JAMS Mass Arbitration Rules and this Agreement, then the JAMS Mass Arbitration Rules shall prevail.

Counsel for each party shall each select five (5) test cases to proceed first (“Test Cases”). The remaining claims will be stayed pending resolution of the Test Cases. If the parties are unable to resolve the remaining Disputes after the conclusion of the Test Cases, each side may select another five (5) Disputes to proceed to arbitration for a second bellwether proceeding. This process may continue until the parties have determined an objective methodology to make an offer to resolve each and every outstanding Dispute. A court will have authority to enforce this clause and, if necessary, to enjoin the mass filing of arbitration demands against Grain. Individuals bringing Coordinated Claims shall be responsible for up to US $250 (or equivalent in your local jurisdiction’s currency at time of filing) of their filing fees or the maximum permissible under the applicable arbitration rules. All applicable statutes of limitations and defenses based upon the passage of time will be tolled while the Coordinated Proceedings specified in this Section are pending. We will take such action, if any, required to effectuate such tolling.

15.11. Exceptions to Arbitration; Injunctive Relief

Notwithstanding anything in this Section, either party may bring an individual action in small claims court; or seek injunctive or equitable relief in a court of competent jurisdiction for matters involving intellectual property, unauthorized access, or misuse of the Services. Whether a dispute falls within the jurisdictional limits of a small claims court is for the small claims court to decide in the first instance and otherwise for a court of competent jurisdiction to decide.

15.12. Confidentiality

The parties shall maintain the confidential nature of the arbitration proceeding, including the hearing and award, except as may be necessary to prepare for or conduct the arbitration; seek interim relief in court; challenge or enforce an award; or comply with legal or regulatory requirements.

15.13. Law Governing Arbitration; Appeals

Any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act and applicable federal arbitration law. To the extent not inconsistent with the foregoing or preempted by federal law, the arbitration shall also be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

The parties agree that any final arbitration award arising out of or relating to this Agreement shall be subject to the JAMS Optional Arbitration Appeal Procedure (as in effect on the effective date of this Agreement), and that such procedure shall apply in lieu of any other form of appellate review to the fullest extent permitted by law.

15.14. Severability and Survival

If any portion of this Section 15 (Dispute Resolution) is found or becomes invalid or unenforceable, the remainder of this Section 15 (Dispute Resolution) and any clauses concerning, relating to, specifying, or otherwise describing the arbitration agreement shall be severed from this Agreement. Notwithstanding the foregoing, any duty of confidentiality (whether or not such duty is connected with arbitration) shall survive such severance.

In this Agreement, the following capitalized terms have the meanings set out below:

“Account” means the account you create to access the Services.

“Business Day” means any day other than a Saturday, Sunday, or federal bank holiday in the U.S.

“Digital Assets” means any stablecoin, cryptocurrency, or other digital token that is a digital representation of value based on a cryptographic protocol.

“Fiat Currency” means any government-issued currency, including the U.S. Dollar.

“Linked Account” means a bank account you own that you connect to the Services to fund Transactions or receive proceeds.

“Transaction” means an instruction you submit through the Services to send, receive, convert, or otherwise transfer Digital Assets or Fiat Currency.

“Wallet” means a compatible cryptocurrency wallet you connect to the Services.

17.1. Electronic Communications

When you use the Services or send communications to us, you are communicating with us electronically. By using the Services, you consent to receive all communications from us electronically, including legal notices, policy updates, and any other communications related to your use of the Services. We may communicate with you by email or by posting notices on the Services. You agree that all agreements, notices, disclosures, and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us. You are responsible for keeping your email address current. Please note that by providing us with your email address, postal address, or phone number, you are agreeing that we or our agents may contact you at that address or number in a manner consistent with our Privacy Policy.

17.2. Modifications to the Services

We reserve the right, in our sole discretion and without notice, to modify, suspend, or discontinue any part of the Services (including any features, content, products, or functionality offered through the Services) at any time. We may also experience interruptions, delays, or limitations in the availability of the Services due to maintenance, updates, system failures, or other causes. To the fullest extent permitted by law, we shall not be liable for any loss, damage, or inconvenience arising from any modification, suspension, discontinuation, or unavailability of the Services.

17.3. Governing Law, Venue, and Forum

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

Except as otherwise expressly provided in Section 15 (Dispute Resolution), any legal action or proceeding arising out of or relating to this Agreement that is not subject to arbitration or permitted to be brought in small claims court shall be brought exclusively in the state or federal courts located in New Castle County, Delaware. The parties irrevocably consent to the personal jurisdiction of such courts and waive any objection based on venue, inconvenience of forum, or any right to seek transfer of any such action to another court.

17.4. Changes to this Agreement

We may change or update this Agreement from time to time. We will use reasonable efforts to notify you of such changes, such as by posting a banner on the Services or sending an email to you. Changes will apply prospectively from the stated effective date. The version in effect when you authorize a Transaction will govern that Transaction unless applicable law requires otherwise. Continued access and use after the effective date constitutes acceptance. If you do not agree to the Agreement as modified, you must discontinue use of the Services.

17.5. Children

The Services are not designed to appeal to minors, and we do not knowingly attempt to solicit or receive any information from children under thirteen (13) years of age. YOU MUST BE AT LEAST THE AGE OF MAJORITY IN YOUR LOCAL JURISDICTION, WHICH IS EIGHTEEN (18) YEARS IN MOST JURISDICTIONS, TO ACCESS AND USE THE SERVICES.

17.6. Waiver

Our failure to enforce any provision of this Agreement or respond to a breach by you or any other party, shall not be deemed a waiver of our right to enforce that provision or any other provision of this Agreement in the future, nor our right to act with respect to any similar or subsequent breaches. This Agreement will be enforced to the fullest extent permitted by applicable law.

17.7. Severability

If any provision of this Agreement is held to be invalid or unenforceable to any extent, then such provision will be interpreted, construed, and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent. If that is not possible, the provision shall be removed, and the remaining provisions of the Agreement will continue in full force and effect.

17.8. Assignment

We may assign our rights and obligations under this Agreement at any time without your consent, including in connection with a merger, acquisition, or sale of assets. You may not assign any of your rights or obligations under this Agreement without our prior written consent. The Agreement and any amendment thereto shall be binding on and will inure to the benefit of the parties and their respective successors and permitted assigns.

17.9. Export Laws

You agree not to export or re-export the Services in violation of applicable U.S. export control laws. The Services may not be exported to U.S.-embargoed countries or to persons on U.S. government restricted-party watchlists.

17.10. Force Majeure

We will not be liable for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond our reasonable control, including acts of God; flood, fire, earthquake, epidemics, or pandemics; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; government order, law, or actions; embargoes or blockades in effect on or after the date of this Agreement; national or regional emergency; strikes, labor stoppages or slowdowns, or other industrial disturbances; shortage of adequate power or transportation facilities; and blockchain protocol failures, hard forks, node outages, or network congestion.

17.11. Unclaimed Property

If your Account is inactive for the period defined by applicable state law, we may be required to report and remit funds to the applicable state as unclaimed property. We will attempt to contact you before doing so. If the state requires liquidation of Digital Assets into Fiat Currency before remittance, we will do so. We are not liable for loss of value resulting from such liquidation.

17.12. Entire Agreement

This Agreement, together with any other documents incorporated by reference, constitute the entire agreement between you and us regarding the Services and supersede all prior agreements.

18.1. California Residents

In accordance with Cal. Civ. Code § 1789.3, California residents are entitled to the following consumer rights notice: California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 951-5210.

If you are a California resident, you agree to consciously waive all claims, both known and unknown that may be later discovered and expressly forgo and waive all protections as by California Civil Code § 1542, which states, “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” By using the Services, you agree that these California Civil Code § 1542 protections no longer apply to you.

18.2. New Jersey Residents

If you are a consumer residing in New Jersey, the provisions of this Agreement relating to disclaimers of warranties, limitation of liability, indemnity, dispute resolution, and governing law do not apply to you to the extent they are unenforceable under New Jersey law (solely to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law). According to N.J.S.A. 56:12-16, you may have additional rights if you are a New Jersey resident and other provisions of this Agreement are found to violate an established legal right.

This Section 19 is part of this Agreement and applies only to the applicable Service. The general provisions of Sections 1 through 18 continue to apply unless a provision of this Section expressly addresses the same subject matter.

19.1. Grain-Presented Disclosures

Grain will make available and, where the applicable Grain-controlled interface is used, present the applicable Grain Customer Terms, Grain Privacy Policy, and Grain-required transaction, risk, consent, and regulatory disclosures before an End Customer uses the applicable Grain Service or authorizes a Transaction.

If Customer or a Merchant controls the customer-facing interface, Grain may provide the required terms, notices, links, and implementation instructions. Customer must implement and display them as directed by Grain and may not alter, omit, obscure, or replace any required Grain disclosure.

Customer or Merchant remains responsible for presenting its Merchant Terms and disclosures concerning its goods or services, pricing, taxes, delivery, refunds, returns, customer support, and purchase relationship. End Customers must review the applicable amount, asset, network, fees, costs, and material transaction risks before authorization.

19.2. Cross-Border FX and Payment Services

This subsection applies to cross-border foreign-exchange, payment, settlement, and related payment-rail services.

Grain provides technology orchestration, instruction routing, transaction-status reporting, reconciliation, monitoring support, and related operational services. The applicable Bank Partner, approved liquidity provider, payment processor, correspondent bank, or other regulated provider may receive, hold, convert, settle, or transfer funds or Digital Assets under the applicable workflow. Grain is not the FX principal, payment counterparty, custodian, or settlement provider unless expressly stated in the applicable Service terms. The applicable provider may hold fiat, foreign currency, Digital Assets, or Settlement Assets; Grain’s role is limited to the technology and orchestration functions described for the applicable Service.

You may submit FX or payment Transactions only for business, bill-pay, or merchant-checkout purposes and only for currencies, corridors, jurisdictions, payment rails, Beneficiaries, and transaction types displayed as available and activated for you. The FX Service is not available for peer-to-peer transfers, consumer remittances, or personal, family, or household purposes. Availability may change based on Applicable Law, Applicable Sanctions, the Restricted Markets List, provider requirements, liquidity, operational considerations, or risk management.

Before you authorize an FX or payment Transaction, Grain will display or otherwise provide the then-applicable Transaction Terms, which may include the amount to be debited, currencies, exchange rate, any spread or adjustment payable by you, Grain fees payable by you, network or payment-rail costs payable by you, provider or correspondent charges payable by you, applicable taxes, estimated settlement amount, expected delivery amount, expiration time, and funding deadline. You authorize the Transaction and agree to the displayed Transaction Terms by accepting the quote, Rate Lock, transaction confirmation, or equivalent instruction.

Unless expressly identified as binding or subject to a Rate Lock, an FX quote is indicative and may change or expire before acceptance. A Transaction becomes binding only when you accept the applicable Transaction Terms and the required compliance and provider approvals have been completed, and a Rate Lock becomes binding only as stated in the applicable Transaction Terms. If you accept a Rate Lock, you must fund the Transaction by the stated deadline. If you do not timely fund, or if the Transaction cannot proceed because of compliance, provider, liquidity, or operational requirements, the provider may cancel, expire, re-quote, or unwind the Transaction. You may be responsible for actual, documented, reasonable provider or Grain costs directly resulting from your failure to fund or from an authorized cancellation or unwind, to the extent disclosed in the Transaction Terms or permitted by Applicable Law.

Transactions may be delayed, rejected, blocked, recalled, returned, or cancelled because of provider requirements, sanctions screening, compliance review, correspondent-bank restrictions, local holidays, payment-rail conditions, liquidity, inaccurate information, or other circumstances outside Grain’s control. Grain does not guarantee exchange rates, corridor availability, transaction acceptance, settlement timing, finality, recall, recovery, or return of funds.

19.3. Stablecoin Quick Checkout

This subsection applies when you use Grain’s Stablecoin Quick Checkout to pay a participating merchant (“Merchant”). Your purchase is made directly from the Merchant and is governed by the Merchant’s terms of service, purchase terms, refund policy, and other policies presented before checkout (“Merchant Terms”). Grain is not a party to the purchase contract and does not guarantee the Merchant’s goods, services, delivery, or refund performance.

Before authorizing a Quick Checkout Transaction, the checkout flow will display or otherwise make available the applicable Transaction Terms, which may include the Merchant, purchase amount, supported stablecoin, blockchain network, fees and charges payable by you, Payment Wallet address or payment instructions, expected settlement information, expiration time, and other material conditions. You must not send stablecoins unless the displayed details are correct. By authorizing, you confirm that you intend to purchase from the Merchant, accept the Merchant Terms, have authority to use the wallet and funds, and authorize the displayed payment and charges.

Quick Checkout may use a one-time, transaction-specific self-hosted Payment Wallet generated through an approved wallet or infrastructure provider. You control the Digital Assets in that wallet until the authorized transfer to the Merchant, subject to the applicable wallet infrastructure and transaction workflow. The wallet is not a general-purpose account and must not be reused for unrelated transactions. Grain does not acquire ownership of your stablecoins merely because the wallet or technology is used.

You are responsible for using the correct token, network, amount, and address and for any credentials or signing authority associated with the one-time wallet. An underpayment, overpayment, duplicate payment, late payment, payment in an unsupported token or network, or payment to an incorrect address may be rejected, left pending, applied only in part, returned, or require additional instructions and fees, subject to the applicable workflow, provider capability, Applicable Law, and Transaction Terms. A stablecoin depeg, issuer restriction, network event, or legal or operational restriction may prevent or delay settlement or return. Grain does not guarantee recovery or return of Digital Assets that cannot legally or operationally be returned.

A Quick Checkout Transaction is complete when the required stablecoins are received in the applicable one-time wallet, required confirmations and compliance checks are completed, and the stablecoins are transferred or settled to the Merchant or as otherwise stated in the checkout flow. Transactions may fail or be delayed because of network conditions, incorrect information, insufficient funds, underpayment, overpayment, duplicate or late payment, unsupported token or network, fraud or compliance review, Merchant rejection, provider requirements, stablecoin depeg or issuer action, or circumstances outside Grain’s control.

Refunds, returns, cancellations, and purchase disputes must be directed to the Merchant. If the Merchant approves a refund, it may be paid in Digital Assets or another agreed method and may be affected by network fees, network conditions, and the Merchant’s refund policy. Nothing in this subsection limits a consumer right or remedy that cannot lawfully be waived.

19.4. Referral and Payment-Link Customers

This subsection applies when you reach Grain through a referral link, payment link, button, or other approved mechanism made available by a referring partner (“Referring Partner”). The referral mechanism does not make the Referring Partner Grain’s agent and does not authorize it to approve you, quote Grain pricing, accept terms for Grain, submit instructions on your behalf, control your relationship with Grain, hold or handle your funds or Digital Assets, access your credentials or private keys, or perform regulated payment, settlement, foreign-exchange, custody, or money-transmission activities.

Grain independently reviews applications and Transactions and may communicate directly with you regarding onboarding, compliance, accounts, Transactions, service changes, support, and disputes. The Referring Partner’s terms do not replace or modify this Agreement unless Grain expressly agrees in writing. You authorize information sharing with the Referring Partner only to the extent you authorize it and Applicable Law permits it. Grain may require information directly from you. The Referring Partner may not make licensing, regulatory, compliance, approval, pricing, settlement, or service-availability representations on Grain’s behalf.

Grain is responsible for the Grain Services and Transactions it provides. You remain responsible for disputes concerning the Referring Partner’s products, services, invoices, commercial arrangements, or conduct. Grain is not responsible for the Referring Partner’s website, interface, communications, or products. No referral mechanism or compensation arrangement changes the Referring Partner’s limited role or authorizes regulated activity.

19.5. Transaction Details, Fees, and Merchant Terms

Transaction-specific details and Merchant Terms are not replaced by this Agreement. You must review them before each applicable purchase or Transaction. Merchant Terms control disputes about the Merchant’s goods or services. The applicable Transaction Terms control only the transaction-specific economics and settlement details for that Transaction and do not override this Agreement, the applicable Service provisions, or Applicable Law.

If this Agreement conflicts with another document, the following order applies solely to the subject matter of the conflict:

1. Applicable Law and mandatory consumer rights;
2. a transaction-specific confirmation, quote, Rate Lock, or checkout disclosure accepted for the Transaction, solely for the displayed Transaction details and charges payable by you;
3. Merchant Terms, solely for the Merchant’s goods or services;
4. the applicable provisions of Section 19, solely for the applicable Service;
5. separately accepted provider or network terms, solely for the applicable provider or network requirement; and
6. the remaining provisions of this Agreement and the Privacy Policy or applicable data-processing terms, solely for their respective subject matter.

No transaction-specific disclosure, Merchant Term, or provider term may expand Grain’s obligations beyond what Grain expressly accepts or override a mandatory legal requirement. The MSA and applicable Product Schedule govern the relationship between Grain and Customer or Merchant and are not modified by this Agreement or customer-facing disclosures.

“Applicable Law” means laws, regulations, sanctions, regulatory requirements, and governmental orders applicable to you, Grain, a Transaction, a Service, or a Third-Party Provider.

“Applicable Sanctions” means economic sanctions, trade embargoes, and related restrictions imposed or administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control or another governmental authority with jurisdiction over the relevant person, entity, transaction, or jurisdiction.

“Grain Customer Terms” means this Agreement, as made available or presented to an End Customer for the applicable Grain Service.

“Restricted Markets List” means Grain’s then-current list of countries, territories, jurisdictions, counterparties, Digital Assets, or transaction types that Grain does not support for legal, regulatory, compliance, provider, operational, or risk-management reasons. The Restricted Markets List may be more restrictive than Applicable Sanctions and may be updated without amending this Agreement.

“Payment Wallet” means a one-time, transaction-specific self-hosted blockchain wallet generated or designated through an approved wallet or infrastructure provider for a Quick Checkout Transaction. The End Customer controls the Digital Assets in the Payment Wallet until the authorized transfer to the Merchant, subject to the applicable workflow, provider terms, and Applicable Law.

“Merchant Terms” means the Merchant’s terms of service, purchase terms, refund policy, and other policies presented to an End Customer before a purchase.

If you have questions about this Agreement, please contact us at:

Legal notices to Grain must be sent by email to: